Frontline Gold Corporation
TSX VENTURE : FGC

Frontline Gold Corporation

January 11, 2011 08:53 ET

Frontline Announces Intention to Complete Second Tranche of Private Placement

HALIFAX, NOVA SCOTIA--(Marketwire - Jan. 11, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

(figures in Canadian dollars)

Frontline Gold Corporation (TSX VENTURE:FGC) (the "Company" or "Frontline") is pleased to announce that it expects to close the second tranche (the "Offering") of its private placement of units ("Units") and flow-through common shares ("Flow-Through Shares") on or about January 20, 2011. The Offering is being made on the same terms as the private placement which closed on December 23, 2010, with each Unit being offered at a price of $0.14 per Unit and each Flow-Through Share being offered at a price of $0.17 per Flow-Through Share. 

Each Unit is comprised of one common share and one-half of one common share purchase warrant (the "Warrants"). Each whole Warrant will entitle the holder thereof to acquire one common share of the Company until December 23, 2013. Each Warrant will be exercisable at a price of $0.18 per common share until December 23, 2012 and at a price of $0.20 per common share until December 23, 2013.

The Offering will be completed on a non-brokered basis. The Company may, in accordance with the rules of the TSX Venture Exchange, pay a finders' fee equal to up to 8% of the proceeds from the Offering in respect of the services of finders in introducing purchasers to the Company and the Company may also issue to certain finders non-transferable finders' warrants entitling the holders thereof to purchase such number of common shares of the Company as is equal to up to 8% of the number of Units and Flow-Through Shares attributable to such finders at an exercise price of $0.14 per common share until December 23, 2012.

All securities issued in connection with the Offering will be subject to a four month hold period.

In accordance with the rules of the TSX Venture Exchange, the Corporation may, before February 16, 2011, complete the Offering in respect of up to 5,674,055 Units and up to 4,191,824 Flow-Through Shares.

The net proceeds from the offering of Units will be used for exploration at the Company's Niaouleni property in Mali, working capital and general corporate purposes. The gross proceeds from the offering of Flow-Through Shares will be used to incur certain types of Canadian Exploration Expense ("CEE") which will qualify as "flow-through mining expenditures" as defined in the Income Tax Act (Canada) and the Company will renounce, for the 2011 taxation year, such CEE in favour of original purchasers of the Flow-Through Shares in an amount equal to the issue price for each Flow-Through Share.

The Offering is subject to the approval of the TSX Venture Exchange.

As previously announced, the Company completed the first tranche of the private placement on December 23, 2010, by issuing 22,897,945 Units and 3,161,176 Flow-Through Shares for aggregate gross proceeds of $3,743,112.

About Frontline Gold Corporation

With its Niaouleni Gold Project in West Mali, expanding land position at Efemçukuru in Turkey, the Poly and Stewart gold properties in British Columbia, and the Red Lake gold prospects in Ontario, Frontline is re-positioning itself as a pure-gold exploration company.

Frontline has an experienced management group, a solid exploration team and a promising portfolio of gold exploration projects offering investors exposure to a promising suite of gold exploration properties.

Please visit our website at www.frontlinegold.com for the most recent presentation.

Cautionary Statement Regarding Forward-Looking Information: This news release includes certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about the closing of the Offering and the use of proceeds of the Offering. Forward-looking information is based on the opinions and estimates of management that, which considered reasonable, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward- looking information. Such risks and uncertainties include, but are not limited to, risks associated with the mining industry, the risk of commodity price and foreign exchange rate fluctuations, the ability of the Corporation to fund the capital and operating expenses necessary to achieve the business objectives of the Corporation, as well as those risks described in public disclosure documents filed by the Corporation. Due to the risks, uncertainties and assumptions inherent in forward-looking information, prospective investors in securities of the Corporation should not place undue reliance on such forward-looking information. The Corporation disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Contact Information